Exhibit 4.18


 


 





[Form of Preferred Stock Certificate]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR THE TRANSFER AGENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT
IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.


 


THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF
STOCK AND MORE THAN ONE SERIES OF ITS CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER
WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.


 


 




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Incorporated under the laws of the State
of Delaware, March 29, 1996


 


Certificate Number: [     ]


Initial Number of Shares of Series A-1 Convertible Preferred
Stock: [              ]


 


 





	 	CUSIP [            ]
	 	ISIN [                  ]
	 	 







 


CERES, INC.


 


Ceres, Inc. (the “Corporation”)
hereby certifies that [Cede & Co.] (the “Holder”) is the registered owner of the number shown on Schedule
I hereof of fully paid and non-assessable shares of the Corporation’s designated Series A-1 Convertible Preferred Stock,
par value $0.01 per share (the “A-1 Preferred Stock”), transferable on the books and records of the Transfer
Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed or assigned and in proper form
for transfer.


 


This Certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the Amended and Restated Certificate of Incorporation and
the Amended and Restated Bylaws of the Corporation and any amendments thereto, including the provisions of the Certificate of Designation
of Preferences, Rights and Limitations, dated [             ],
as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein
but not defined shall have the meaning given them in the Certificate of Designations.


 


The shares of the A-1 Preferred Stock shall
be convertible in the manner and accordance with the terms set forth in the Certificate of Designations.


 


Reference is hereby made to the provisions
of the A-1 Preferred Stock set forth in the Certificate of Designations, which provisions shall for all purposes have the same
effect as if set forth at this place.


 


Upon receipt of this executed certificate,
the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.


 


[Unless the Transfer Agent has properly
countersigned, these shares of the A-1 Preferred Stock shall not be entitled to any benefit under the Certificate of Designations
or be valid or obligatory for any purpose.]


 


 


 


 




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IN WITNESS WHEREOF the said Corporation
has caused this Certificate to be signed by its duly authorized officers as of [                        ].


 





 


	 	 
	 	By: 	  
	 	 Name:
Title:
	 	 	 



 


 


	 	 
	 	By: 	  
	 	 Name:
Title:
	 	 	 



 





 


 


 




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[COUNTERSIGNATURE


 


These are shares of the Series A-1 Convertible
Preferred Stock referred to in the within-mentioned Certificate of Designations.


 


Dated: ____________________


 


American Stock Transfer & Trust Company, LLC, as Transfer
Agent


 


 





	 	 
	 	By: 	   ____________________________________________________
	 	 Name:
Title:]
	 	 	 


 


 




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NOTICE OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert Shares of Preferred Stock)


 


The undersigned hereby elects to convert
the number of shares of Series A-1 Convertible Preferred Stock indicated below into shares of common stock, par value $0.01 per
share (the “Common Stock”), of Ceres, Inc., a Delaware corporation (the “Corporation”), according
to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other
than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. No fee will be charged to the Holders
for any conversion, except for any such transfer taxes.


 


Conversion calculations:


 


	
        Date to Effect Conversion: 

         

	
        Number of shares of Preferred Stock owned
        prior to Conversion: ________________________________________________________

         

	
        Number of shares of Preferred Stock to
        be Converted: ________________________________________________________________

         

	
        Stated Value of shares of Preferred Stock
        to be Converted:  ____________________________________________________________

         

	
        Number of shares of Common Stock to be
        Issued:  ___________________________________________________________________

         

	
        Applicable Conversion Price: __________________________________________________________________________________

         

	
        Number of shares of Preferred Stock subsequent
        to Conversion:________________________________________________________

         

	
        (If Preferred Stock is not in book-entry
        form) Address for Delivery: ______________________

        or

        (If Preferred Stock is in book-entry form)
        DWAC Instructions:

        Broker no: _________

        Account no: ___________

	 
	 	
         

        [HOLDER]

         

        By:___________________________________

        Name:

        Title:

	 	 


 


    5 


     


    

ASSIGNMENT FORM


 


To assign the shares of Series A-1 Convertible
Preferred Stock evidenced hereby, fill in the form below:


 


I, or we, assign and transfer the shares
of Series A-1 Convertible Preferred Stock evidenced hereby to:


 


 


 






(Print or type assignee’s name, address
and zip code)


 


 





(Insert assignee’s social security
or tax I.D. No.)


 


 


and irrevocably appoint ________________ as agent to transfer
the shares of A-1 Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act
for him or her.


 


                                                                                                                            


 


	Date: _____________________	 Your Signature: 	 __________________________________________
	 	 	(Sign exactly as your name appears on the face of this Certificate)


 


 


	 Signature Guarantee:	 
	 	 (Signature must be guaranteed)


  


(Signature must be guaranteed by an "eligible guarantor
institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer
Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)


 


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Schedule I


 


Ceres, Inc.


 


Global Preferred Share


Series A-1 Convertible Preferred Stock


 


 


Certificate Number: [     ]


 


The number of shares of the Series A-1 Convertible Preferred
Stock initially represented by this Global Preferred Share shall be [               ].
Thereafter the Transfer Agent shall note changes in the number of shares of the Series A-1 Convertible Preferred Stock evidenced
by this Global Preferred Share in the table set forth below: 


 


 





	Amount of Decrease in

                                                                                Number of Shares

                                                                                Represented by this

                                                                                Global Preferred Share
	Amount of Increase in

                                                                                Number of Shares

                                                                                Represented by this

                                                                                Global Preferred Share
	Number of Shares

                                                                                Represented by this

                                                                                Global Preferred Share

                                                                                following Decrease or

                                                                                Increase
	Signature of Authorized Officer

                                                                       of Transfer
Agent

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







 


 


 


 



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